APC 2013 Annual Report Download - page 310

8SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
Changes to the top-hat pension plan with defined
The nature of the contract’s guarantees and the implementation
benefits for the Group’s French senior executives
and operation methods were defined in accordance with
(authorised by the supervisory board meetings of
legislative and regulatory provisions. The contract was agreed
February 21, 2012 and May 3, 2012 and approved by
with normal insurance contract conditions, under which
the Shareholders’ meetings of May 3, 2012 and April
implementation depends on duration of human life.
25, 2013)
Its purpose is to guarantee the payment of the annuity
installments due as payments under the new plan by contracting
Persons concerned: Mr. Jean-Pascal TRICOIRE (Chairman and companies. It may be terminated annually by the parties, subject
Chief executive officer) and Mr. Emmanuel BABEAU (Deputy Chief to giving notice of its decision prior to October 31 for it to take
executive officer in charge of Finance and Legal Affairs) effect on December 31 of the same year.
Your supervisory board, in its meeting of February 21, 2012, The amount of insurance premiums will be based on the results
authorised the change to the top-hat pension plan with defined of periodic actuarial valuations on the respective commitments
benefits for the Group’s senior executives subject to French social of contracting companies.
security plans (article 39), the benefits of the modified plan for
The guarantees granted by the insurer were entered into on
members of the board and the signing by your company of an
normal terms and conditions.
outsourcing agreement for the new plan under the terms of the
regulated agreements and obligations. The members of the board As an addition to this agreement, your supervisory board, at its
of directors (following the change in governance of April 25, 2013) meeting of May 3, 2012, authorised the signing of an
have a direct or indirect interest. amendment to this outsourcing contract to set April 30, 2012 as
the date of entry into force of the outsourcing contract of the
The modification aims to make this plan compliant with the AFEP/ new article 39 plan, which was originally set for July 1, 2012.
MEDEF Business governance code by making provision for linking The purpose of this change was to align the date of entry into
acquisition of rights to length of service in the company. In order to force of the outsourcing contract of the new article 39 plan with
conform to these recommendations, it has been decided: that of the former article 39 plans.
to close the current article 39 plan to all new entrants;
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Pension plan outsourcing contract with defined
to implement a new article 39 plan open to members of the
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benefits for the Group’s French senior executives –
executive committee and the board of directors (following the
closed article 39 - (authorised by the supervisory
change in governance of April 25, 2013), which provides for the
board on May 3, 2012 and approved by the
progressive vesting of rights according to seniority in the Group
shareholders’ meeting of April 25, 2013)
and the executive committee. Full rights are gained after 15
years of service for a new entrant to the plan, except for the Persons concerned: Mr. Henri LACHMANN
Group service condition. Conditional rights under the new plan (Vice-chairman/Lead-Director), Mr. Jean-Pascal TRICOIRE
are deducted from the current article 39 plan maintained for its (Chairman and Chief executive officer) and Mr. Emmanuel BABEAU
current beneficiaries. (Deputy Chief executive officer in charge of Finance and Legal
This new plan is contingent upon completing a career in the Affairs)
company with the flexibility introduced by social security in Your supervisory board, in its meeting of May 3, 2012, authorised
2004. A conditional assurance income is thus maintained in the the signature on the same day of an insurance contract for defined
event of dismissal or redundancy after 55 years of age without benefit company pensions (article L. 137-11 of the Social security
restarting work or for 2nd or 3rd category disability as defined code) with AXA France Vie in order to outsource commitments
by social security without restarting work. under the closed article 39 plans:
In other cases, the new plan includes the provisions of the the 1995 Senior executive plan (46 beneficiaries, including the
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current plan, notably: former chairman of the supervisory board – retired – and the
limiting the top-hat pension to 25 percent of the Reference
–
current executive corporate officers).
Salary (60 percent of the difference between the average
The supervisory board, at its meetings held on February 18,
remuneration for the last 3 years and the total annuities paid
April 23 and December 17, 2009, authorised Messrs.
from external pension plans), taking into account the
Jean-Pascal TRICOIRE and Emmanuel BABEAU to benefit from
pension paid for the article 83 plans implemented by the
the top-hat pension plan which ensures that, in the event they
Group (unchanged from current plan),
are still in office at the date of their retirement, a pension equal
the right to a widow/widower’s pension for the surviving
–
to 25 percent of their average salaries over the last three years.
partner,
the former SPEP plan (1 retiree);
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a spouse’s pension if a director dies before retirement age is
–
limited to rights acquired at the date of death,
the former CAVICA plan (6 retirees).
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pension supplement paid to a director from the retirement
–
The principle of this outsourcing was authorised by the supervisory
date after disability occurring during work activities.
board of December 15, 2010.
outsourcing of the new article 39 plan: this outsourcing is
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The nature of the contract’s guarantees and the implementation
mandatory. To this effect, an insurance contract for defined and operation methods were defined in accordance with legislative
benefit company pensions (article L. 137-11 of the Social and regulatory provisions. The contract was agreed with normal
security code) was signed on February 23, 2012 by Schneider insurance contract conditions, under which implementation
Electric SA and Schneider Electric Industries SAS with AXA depends on duration of human life.
France Vie.
308 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC